2017 (12) TMI 1775 - Tri - Companies Law

Petitioner Complies with Tribunal Order & Legal Procedures

The judgment confirms compliance with the Tribunal's order, submission of required documents to Regulatory Authorities, filing of the Company Petition in ... Scheme of Arrangement under sections 230-234 of the Companies Act, 2013 - Admission of company petition - Convening of meetings of shareholders - Service of scheme documents on regulatory authorities - Publication of notice of hearing in newspapers - Filing of compliance affidavitAdmission of company petition - Scheme of Arrangement under sections 230-234 of the Companies Act, 2013 - Whether the company petition under the Companies Act for sanctioning the scheme is to be admitted - HELD THAT: - The Tribunal admitted the petition presented by the petitioner company filed in consonance with sections 230 to 232 read with section 234 of the Companies Act, 2013. The petition was placed on the roster for hearing and final disposal on the date directed by the Tribunal. [Paras 1, 2, 5]Petition admitted and fixed for hearing and final disposal on the date directed.Convening of meetings of shareholders - Scheme of Arrangement under sections 230-234 of the Companies Act, 2013 - Applicability of requirement to convene a meeting of equity shareholders of the petitioner company - HELD THAT: - Pursuant to the Tribunal's earlier order in Company Scheme Application No. 915 of 2017, the petitioner company was not required to convene a meeting of its equity shareholders. The Tribunal recorded the petitioner's submission to that effect and proceeded on the basis that no such meeting needed to be convened. [Paras 3]No requirement to convene the meeting of equity shareholders as per earlier order.Service of scheme documents on regulatory authorities - Scheme of Arrangement under sections 230-234 of the Companies Act, 2013 - Whether the requisite scheme documents have been served on the prescribed regulatory authorities and whether any representations were received - HELD THAT: - The petitioner furnished that the draft scheme, confirmation of filing with the Registrar, director's explanatory report on effects of amalgamation, expert valuation report (if any), and any supplementary accounting statement were served upon the listed regulatory authorities including income-tax authorities, SEBI, Regional Director (Central Government), ROC, BSE, NSE and RBI as directed by the Tribunal. The petitioner reported that no representations were received from any of the regulatory authorities. [Paras 4]Required documents served on specified regulatory authorities; no representations received.Publication of notice of hearing in newspapers - Filing of compliance affidavit - Directions regarding publication of notice of hearing and filing of affidavit of compliance - HELD THAT: - The Tribunal directed the petitioners to publish the notice of hearing at least ten clear days before the hearing in two local newspapers-one English and one Marathi-circulated in Mumbai, and to file an affidavit reporting compliance with the Tribunal's directions regarding advertisement of the notice of hearing. [Paras 6, 7]Petitioners directed to publish notice in specified newspapers and to file an affidavit of compliance.Final Conclusion: The Tribunal admitted the petition under the Companies Act, fixed the hearing and final disposal date, recorded that no meeting of equity shareholders was required per earlier order, noted service of scheme documents on the prescribed regulatory authorities with no representations received, and directed publication of the notice of hearing and filing of an affidavit confirming compliance. Issues:1. Compliance with Tribunal's order regarding convening a meeting of Equity Shareholders.2. Submission of required documents to Regulatory Authorities.3. Filing of Company Petition in accordance with relevant sections of the Companies Act, 2013.4. Publication of notice of hearing in local newspapers.5. Filing of affidavit regarding advertisement compliance.Compliance with Tribunal's Order:The judgment begins with the admission of the petition and setting a date for the final disposal. The Counsel for the Petitioner Company informs the Tribunal that as per the previous order, the company was not required to convene a meeting of Equity Shareholders. The Counsel further details the submission of various documents directed by the Tribunal, including the draft scheme, reports, and statements to the Regulatory Authorities. No representations were received from any Regulatory Authority, indicating compliance with the Tribunal's directives.Submission of Required Documents:The Counsel emphasizes that the Company Petition is filed in adherence to sections 230 to 232 read with Section 234 of the Companies Act, 2013, along with the Tribunal's previous order. The detailed list of documents submitted to various Regulatory Authorities, such as the Income Tax Authorities, SEBI, and RBI, is highlighted, demonstrating the comprehensive approach taken by the Petitioner in fulfilling the necessary reporting requirements.Filing of Company Petition:The Petitioner's Advocate confirms that the Company Petition is filed in accordance with the relevant sections of the Companies Act, 2013 and the Order passed in the Company Scheme Application by the Tribunal. This reaffirms the legal basis and procedural correctness of the petition, ensuring that all statutory provisions are duly complied with in initiating the scheme.Publication of Notice of Hearing:A specific direction is given for the Petitioner Companies to publish the notice of the hearing in two local newspapers, 'Free Press Journal' in English and 'Navshakti' in Marathi, both circulated in Mumbai, at least 10 days before the fixed hearing date. This requirement aims to ensure transparency and provide public notice regarding the proceedings, aligning with the principles of natural justice and procedural fairness.Filing of Affidavit Regarding Advertisement Compliance:The judgment concludes with an instruction for the Petitioners to file an affidavit confirming the compliance with the Tribunal's directions regarding the advertisement of the notice of hearing. This procedural step ensures that the Petitioners formally report to the Tribunal the fulfillment of the advertising requirements, reinforcing the importance of procedural regularity and transparency in legal proceedings.